California Corporate & Securities Law

Although the initial ruckus over how to determine the outcome of executive compensation say-on-frequency votes has subsided, I still maintain that the Securities and Exchange Commission botched the rule (§240.14a-21(b)). More importantly, it seems...

Recently, the National Labor Relations Board concluded that an employer violated the law when it adopted a policy requiring employees to "Keep customer and employee information secure. Information must be used fairly, lawfully and only for the...

Is an LLC a party to its own operating agreement?

By dramatically lowering the cost of disseminating information, the internet has made it possible for companies to "cybersmear" their competitors before a large potential audience at very little cost. The internet also allows companies to disguise...

Recently, I wrote about Oxfam America's new lawsuit against the Securities and Exchange Commission for failing to adopt a final rule implementing Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. I heard from one reader...

One agenda item for the upcoming meeting of the Investor Advisory Committee is a "Discussion of Issuer Adoption of Fee-Shifting Bylaws for Intra-Corporate Litigation". This is indeed an interesting and timely topic in light of the Delaware Supreme...

The Franchise Tax Board's Shande

Recently, I wrote of the shamelessness of the Securities and Exchange Commission targeting late filers even while it continues to miss many legal deadlines itself. In that post, I mentioned that the SEC adopted resource extraction rules only after...

Readers of this blog know that it isn't just about the law, it is about the language of the law. As I've mentioned, many of our legal terms are derived from Norman French courtesy of William the Conqueror. Recently, I began to wonder about the use...